Work It Out
by Exquisiteliltart
Summary: Emma finds that her jeans are getting tight after holiday indulgences. The only decent gym in Storybrooke happens to be the one in Regina's basement. Regina and Emma discover that they work out really well together.


The holidays and winter had been hard on everyone in town. Lots of long days stuck inside with nothing to do, and Emma had been going stir crazy. She had also been getting soft. She poked at her tummy through her tank top, noticing it was significantly rounder than last time she had checked. Her super tight jeans were nearly impossible to button up; she had to wrestle with them just to get them up past mid-thigh and over her hips. She'd always been able to eat what she wanted and got enough exercise through her job to never have to work for her figure, but it seemed that was no longer the case since the minute she hit thirty.

She squirmed uncomfortably on the couch and looked over at Henry who sat with a bag of Doritos cuddled up against him and a video game controller in hand. He was stick thin, but he wasn't fit, just skinny. The kid needed to get in shape and build some muscle too.

"Henry, is there a gym in Storybrooke?" Emma slid a bit closer and eyed the Doritos, nacho cheese flavor. Her favorite were cool ranch, but nacho cheese was a close second. She couldn't help herself and grabbed a handful, munching on the chips as she waited for Henry's answer.

"Oh, yeah, I think so. There was a woman's only one. I think it was called "Swells," or "Lumps", but it went out of business during the second curse, I think," Henry shrugged and turned back to his game, grabbing a handful of Doritos for himself and washing it down with a healthy chug from his two-liter bottle of Mountain Dew.

"I would get a treadmill so I could run here, but there is absolutely no room in this apartment," Emma barely have room to do pushups, and if she attempted jumping jacks or even crunches the whole place shook and Mary Margaret would assume she was having sex with Hook, and pound on the ceiling with a broomstick. It was very awkward. Even Hook was gaining weight, his stomach was bulging and straining against his leather vest and he'd started to develop a second chin, but it wasn't so bad covered with stubble.

"My mom has a pretty sweet gym in our basement. It has like everything, sometimes I'd play basketball down there, but I'm not much into sports," Henry mentioned this fact casually, and Emma felt her curiosity pique. Of course Regina must work out all the time to look as good as she did in her skirts and sleeveless dresses.

"Does her gym have a treadmill?" Emma wasn't sure that Regina would let her work out there, but maybe if Henry asked her, she'd consider it. She imagined a 1980's style workout den, with jazzercise Jane Fonda tapes and big ancient equipment. The image of Regina wearing a tight hot pink spandex leotard with thick taupe colored panty hose, and purple leg warmers drifted into her mind. She felt her mouth go slack for a moment until she shook the image out of her head.

Henry rolled his eyes and explained slowly, "Yeah: treadmills, rowing things, TRX bands, medicine balls, elliptical machines, spin bikes…It's a gym, Mom. It has all kinds of work out stuff."

"I gotta do something about my gut, do you think she'd let me—I mean, maybe if you and I wanted to play basketball or something, we could go together?" Emma hated asking Regina for anything, but they had been on better terms for a while now. Maybe she could offer to do something for her in exchange for using her gym…like snow removal.

"I don't really want to, but I'll take you there if you want."

"Do you think Regina would mind?" Emma winced wondering if she'd be upset if she found her working out in her house, even if Henry said it was okay. Regina was overly possessive of her belongings.

"Um…just call her and ask her first," Henry suggested, also knowing far too well how his mom could be.

"Oh, okay… um, why don't you call and ask?" Emma felt like a chicken shit, but the thought of calling made her heart pound.

"You're the one who wants to work out, you call her," Henry insisted, his eyes never leaving the screen as he blew up a tanker truck and sped off down a mountain side road in his video game.

Shaking it off, she pulled out her phone and looked down glumly at her jiggling tummy. She punched in the letter 'R' and hit call.

"Emma, hello?" Regina sounded surprised to hear from the blonde, but Emma was unfazed. "Is everything alright?"

"Hi, Regina. Yeah, I'm just hanging out with Henry. How are you?" Emma smiled, though the underlying reason for her call was obvious. She didn't ever just call the woman to chat about nothing, and Regina knew as much.

"What do you need?" Regina asked, cutting out the pleasantries and getting right to the point.

"So Henry said you have a gym at your house and seeing how there isn't really anywhere to work out in town, I was wondering if maybe you'd let me exercise there?" Emma closed her eyes and asked in a rush of words, her pitch going up slightly at the end of the question.

She was met with a pause on the other end of the line, until Regina spoke, obviously thrown off, "Oh, that was not the sort of question I was expecting."

"Look if you don't want me to, it's no big deal, but I could pay you like a gym fee or do some chores in exchange to use it if you want?" Emma face palmed, feeling like an idiot, she almost said 'never mind' and hung up as she was sure Regina was going to say 'no.'

"Is all of that pumpkin pie and sugary holiday fare finally catching up with you? You were really packing away the mashed potatoes at Thanksgiving," Regina knew she was being rude, but she couldn't help herself when it was so easy.

"Yeah, yeah, I know, but during the holidays you're supposed to pig out and celebrate… it's only when January 1st hits when you're supposed to start to feel like shit about it. I need to get rid of this gut," she patted her tummy again, though she wasn't ashamed of it, it wasn't like she had packed on a ton of weight, she just felt better when she was leaner, stronger and in better shape.

"Well, I suppose you are welcome to work out in my space. You can come over anytime and I will show you around. We can't have our local Sheriff/Savior getting soft."

"Thanks, Regina. I really mean it. If there is anything I can do to pay you back, just let me know. Henry and I will stop over in a bit," Emma was genuinely excited, as that call went better than she had anticipated and best of all she was going to get to work out.

"Maybe you can bring your mother, I couldn't help but notice she still has a bit of baby weight to work off," Regina said saucily while Emma rolled her eyes on the other end of the line.

"I already asked her to jog with me and she said that Charming likes the 'extra cushion for the pushin'," Sorry, we can't all be in as fantastic shape as you," Emma said sarcastically, realizing a moment after she said it that she had just admitted to admiring Regina's shape, though it was hard to miss as the brunette seemed to be wearing even tighter outfits than she previously wore.

"That I did not need to know, but I do take care of myself, and you can't outrun a bad diet. I hope you're not feeding Henry junk over there, as he eats very healthy when he is home."

"Um, nope, we were just about to cook some Brussels sprouts," Emma lied, as she grabbed the bag of Doritos out of his cheese powder covered fingers. "I mean, we're all going to make an effort to eat better. But Storybrooke doesn't have a Whole Foods so we're a little low on organic produce right now."

Regina scoffed audibly, "I'm glad to hear that you're taking responsibility for your diet and well being. Now come over here and I'll help start you on the path to wellness. Dress in something comfortable that you can move in. I hate seeing you try to bend over and fearing that a button may pop off and put out an eye."

…

An hour later, Emma was dressed in her a sports bra, tank top, shorts and had her warm up sweats on as a cover up. Henry had a pair of gym shorts and a tee-shirt. He had practically outgrown his tennis shoes and was complaining that they were tight, but there wasn't time to get him a new pair so he just had to make due.

They knocked on Regina's door, and she opened it up right away. Emma noticed immediately she was dressed in her work out clothes as well. It took her a minute to move and speak as she glanced appreciatively at the tasteful black Capri's and fitted Under Armor shirt the former Mayor was sporting. She already had a light sweat shining on her bare shoulders and forehead.

"Come in, I started without you, as you were taking so long to arrive."

"Sorry, I need new sneakers, these are hurting my toes," Henry kicked the sidewalk to emphasize his pain.

"We'll get you a new pair tomorrow. I'm glad you're taking an interest in physical activities," Regina smiled and ruffled Henry's hair as he walked past her and into the house.

"Emma, I see you're ready to sweat," Regina raised an eyebrow, "you may get hot in all those clothes, I hope you layered."

Emma blushed as she felt Regina's eyes roaming over her figure, and simply nodded, "I definitely know how to layer."

The trio moved inside and Regina led them through the dining room and to the back hallway which led to the lower level. Emma followed Henry down the stairs. "I had no idea this was down here."

Henry's description of the gym was modest. Emma first noticed a huge flat screen mounted to the wall of the open area of the floor, and the huge sound system to play music. There was a full set of weight machines, designed to work each body part. Yoga mats and kettle bells, along with dumbbells, foam rollers, balance balls, and jump ropes which were all hung and shelved neatly on the far wall. The cardio equipment was lined up in the middle of the space, and Emma spotted the high tech treadmill with glee. It was the same one that Jillian Michaels advertised on QVC, with the crazy inclines that were like walking through sand on the beach. It was good for the calf muscles and the quads.

"Now that hallway leads to the changing room. The sauna and steam room are over there by the Jacuzzi and infinity pool," Regina pointed toward a door at the back, effortlessly playing the part of tour guide.

"I didn't even know we had a Jacuzzi," Henry mumbled with surprise.

"Well, if you spent more time down here, you would know," Regina said with a slight hint of scolding. Through there is the gymnasium and basketball hoops. You can set up the volleyball net if you'd like."

"Wow! This is fantastic. I don't even know where to start," Emma was eager to work up a sweat and start breathing heavy. She always felt like a million bucks after a hard work out.

"I'm gonna shoot some hoops," Henry announced, heading through the door leading to the gym.

"I was about to start a workout video," Regina crossed the room to the sound system and selected a DVD from the shelf.

Emma hesitated a moment, and eyed one of the spin bikes, "I think I'll warm up on the bike."

The bike faced the TV, where Regina was going to be doing her video and Emma didn't want to let on how interested she was to watch her do her workout. The music startled her as it blared and the TV screen popped on. The image was a class with an instructor facing the camera and participants behind her.

Emma recognized the tune of the song instantly and was shocked to watch as Regina rolled her hips back and forth in time with the class.

"_Make me your Aphrodite, make me your one and only, but don't make me your enemy, your enemy, your enemy…" _

She busied herself adjusting the seat height and choosing a resistance level for her warm up, but all the while kept her eyes on Regina, who was now squatting down low and then kicking one leg and then the other out in time with the beat.

"_So you wanna play with magic, boy, you should know what you're falling for. Baby, do you dare to do this? Cause I'm coming at you like a dark horse…." _

Emma peddled lightly, trying to pretend like she was staring at the screen uninterested, but her jaw almost fell open when Regina started to bounce her booty and shimmy like she was very, very well practiced at that particular move. Regina caught Emma's eye in the row of mirrors that were hung on the wall, and she smirked at Emma, signaling she had been caught. Emma blushed and looked away quickly, almost tripping on the pedals of the bike. She focused just in time and forced herself to concentrate by upping the resistance and standing up on the bike as if she was climbing a mountain.

She had never really thought about Regina dancing as a work out, but it seemed to suit her nicely and it was obviously a good cardio workout. Especially, when the next routine started, and the song was "Turn Down for What?" At that point, Emma didn't care if Regina knew she was watching her twerk, she couldn't look away. She finally looked down and saw that the display on her bike showed that she was pedaling at 160rpm. She licked her lips and slowed down a bit, working to breathe deeply and catch her breath. Regina was now doing some upbeat salsa dance to a Spanish song that involved a lot of fist pumps. She looked like she was genuinely having fun, and the music was addictive.

Unsteadily, Emma stopped the bike and climbed off, she unzipped her hoodie and pulled her sweat pants off so she was just in her shorts and tank, tossing them to the side, and moved to stand a few feet from Regina, "Mind if I try some dancing with you?"

"It's Zumba, and by all means…," Regina never missed a beat, and she was barely out of breath, she issued a challenge, "that is, if you can keep up."

Emma might be somewhat clumsy, but she knew she could dance, and so with a few false starts to get into the rhythm, she concentrated on the steps that the instructor was doing and tried to tune out the woman dancing flawlessly beside her. She started to get the moves down and found that once she got the basics the routines repeated a few times.

She hadn't rolled her hips or circled her booty like this for a long time, but the dance felt natural and she could practically feel the calories melting as she heated up. She caught Regina watching her in the mirror, and the look on her face showed that she was impressed with her abilities, though she wouldn't likely admit, and Emma felt a surge of pride.

After a few more songs, she was really getting into it, but the slower music and stretching signaled that the video was almost over as they started the cool down. If Regina looked great dancing, she looked even better stretching her hamstrings and hip flexors. Emma cut her own cool down short, opting to knock out a set of fifty pushups followed by 50 sit-ups on the floor. When she finished her final sit up, she hugged her knees and looked up to see Regina in a yoga stretch.

The far door slammed as Henry came bounding through, "My toes hurt, I'm going upstairs for awhile."

"Did you make some baskets?" Emma asked hopefully.

"Yeah, a few," he answered, his voice growing quieter as he jogged up the stairs and disappeared onto the main level.

"Did you enjoy your work out?" Regina was glowing with sweat and staring down at Emma. With a grunt, she popped herself up to standing and nodded as she caught her breath. Swiping the sweat off of her forehead she gathered up her sweats.

"I should probably get going. I don't want to take up your whole day, and it was really nice of you to let me come over and exercise," Emma really was thankful. She felt so much better, and she wouldn't admit it, but it had been particularly pleasant to work out with Regina. Aside from the eye candy, it was helpful to have a friendly competition, as she definitely wanted to impress her with her physical prowess.

Regina looked briefly disappointed when Emma stated she was leaving, but she replaced the look quickly with a hopeful one, "You need to care for your muscles after strenuous exercise, especially if you're unaccustomed. Why don't you join me for a soak in the Jacuzzi?"

"Oh…" the blonde was surprised, but nothing sounded more enticing than relaxing in warm bubbly water. "I didn't bring a swim suit and Henry probably..."

"Henry is probably playing games or reading, he'll be entertained for hours. I have something you can put on if you would like some modesty," Regina started to walk to toward the door that led to the Jacuzzi.

"Okay, then," Emma replied and followed dutifully. She stepped through the door and saw a rather cozy looking hot tub, the water was still, but Regina went to a dial on the wall and turned down the overhead lights, while turning on the bubbles and geyser lights in the tub.

"Here you are, the dressing room is that way," Regina handed her a towel and a black scrap of material, pointing her to the changing room. She headed in and held up the 'swim suit' that she was supposed to wear. It boob cups were the size of postage stamps and it was held together with a thin string. The 'bottoms' were even smaller, like a g-string.

She poked her head out of the room, "Uh, Regina…this isn't going to fit."

"I'm sure it stretches, or don't wear it. Whatever suits you," Regina answered and Emma looked out noticing that Regina was already sunk down in the Jacuzzi with her hair neatly coiled on top of her head. She couldn't tell for sure, but from the looks of her bare shoulders, Regina wasn't wearing anything at all.

"Erm…okay," Emma closed the door to the change room and looked down at her stomach. Even though she felt better after the exercise, one work out didn't do anything to diminish her gut. She certainly felt self-conscious, and she didn't want the g-string bikini bottom wedged up her ass crack. She might as well go in the buff since Regina didn't seem to care. She wrapped the towel around her body and cautiously opened the door. The brunette immediately turned to look at her, and tilted her head as she watched Emma walk to the edge of the tub. She stuck a toe in the water to test it, and slowly sat down on the side of the tub, keeping the towel tight around her.

"Get in, it feels fantastic," Regina beckoned, all the while watching. In a now or never move, Emma dropped the towel and sunk quickly into the water. It felt almost too hot at first, but she acclimated and luxuriated in the feel of the warm bubbles and enveloping heat. It did in fact, feel fantastic.

"This is really nice, Regina. Thanks again for letting me work out. I really needed it," Emma splashed a bit in the water, letting her eyes slip shut.

"You're welcome anytime. I did enjoy having a partner to do Zumba with."

"So now we're partners?" Emma opened one eye and peered at Regina. She seemed a bit flushed, but it was probably just from the heat of the water. "I mean, awesome, it was fun. It's been a long time since I've moved like that. And again, if you want me to give you some money or do something for you letting me use the gym, I'd be more than happy."

"Well, actually…there is something I'd like in return, but I don't know if you'd be willing to oblige," Regina sounded sheepish, almost coy, and her voice dropped so that Emma could barely hear her over the bubbling water.

"What do you want?" The blonde noticed her own voice had dropped to a lower register. The heat must be addling her mind.

"I have this pain in my shoulder and neck and nothing I do can soothe it. How are you with your hands, Ms. Swan?" Regina scooted closer in the water and Emma felt her thigh graze against her own. She seemed hyper aware of every move the other woman made, and suddenly the heat Emma was feeling had nothing to do with the water temperature.

"Um…like you want me to rub your shoulders? I can manage that. I'm pretty good with my hands," Emma swallowed, her throat felt dry and constricted. Without a word, Regina glided through the water and kneeled with her back in front of Emma. "Oh, you mean like right now?"

"No better time than the present. Don't you agree?"

"Right," Emma slowly reached out, and placed the palms of her hands on Regina's shoulders. They felt tight. She squeezed softly and began to knead lightly, feeling the muscles begin to relax beneath her fingers.

"I like a bit more pressure. Don't be afraid to do it harder," Regina rolled her head from side to side and Emma nodded to herself and doubled the pressure, causing a moan of pleasure to sound from the woman in front of her. She seemed to be drifting forward in the water, so Emma pulled on her shoulders to bring her closer, and Regina took it as a hint to lean back and place her forearms on Emma's thighs. Her chest bobbed out of the water, and Emma snuck a look at her breasts, immediately feeling guilty. This was just a friendly naked massage in a Jacuzzi between friends. A fair exchange for services provided; nothing else. Emma almost believed that, but with the way Regina was breathing and making noise it sounded like she was getting incredibly turned on.

"How's the pressure?" She asked a bit more huskily than she meant to sound, but how could she help but get aroused herself in this situation. She was only human.

"More," Regina breathed in an erotic whisper. She bobbed up and leaned back even further, spreading Emma's thighs in the process and sitting on the edge of the bench, pushing Emma flush against the wall of the tub.

Smoothly, Emma let her hands make firm circles slowly trailing down either side of Regina's spine, and then worked her way back up. Smoothing her palms all over her slippery back and searching for the tight little knots and eradicating them as she went with a firm press of her thumb.

"This is lovely. I underestimated you, you know exactly what you're doing," Regina was purring, her eyes were shut and her fingernails were lightly scratching up and down Emma's thighs, and she noted with half fear, half hope that she was coming very close to touching her very intimately.

"I am capable of giving a simple back massage," Emma felt the need to reiterate, as made another pass down Regina's back, this time tickling her sides as she worked over her relaxed muscles. She felt the older woman shiver, and the tingle ran through Emma's body as well, hitting her square between her legs. She was thinking she either needed to get out of the Jacuzzi or she was going to feel compelled to touch more than just Regina's back.

Without warning, Regina turned to face her, and the look on her face made Emma nervous and excited. Her eyes were dark and half-lidded and her lips were open, she looked lusty and needy and combined with the very real fact that they were both wet and naked and so close to one another, was intoxicating.

"We should definitely do this more often," Regina inched closer, her hands pushing on Emma's thighs.

"Yeah, cause I need to work out like twice a day, probably," Emma wasn't really aware of what she was saying; she was staring at Regina's lips. She felt light headed and her whole body was tingling with pinpricks of arousal.

"Mmm, I couldn't help but notice that you seemed a bit preoccupied with watching me shake my hips. Did you see something that you liked?" Regina stood up half-way; water ran down her body as she exposed herself to Emma who watched transfixed as her nipples hardened in the air.

Boldly she straddled Emma's thighs and sat down firmly on her lap. She lifted a hand, letting her finger tips trace her cheek, and then skim down her shoulder and over her muscled bicep, "I want you to know that I'm very attracted to you, Emma. Watching you work out was very entertaining."

If anything Regina was confident and not afraid to go after what she wanted, and Emma expected nothing less. Her own fear subsided with the woman professing her attraction and grinding herself against her thighs. Actually, all higher functioning ceased to function as Emma allowed herself to let go and focus only on the feelings that were stirring and growing within her. She wrapped her arms around Regina's waist and pulled her close, dipping her head and assaulting her neck and chest with her lips.

Sucking a plum colored, pert nipple between her lips, she bit down and tugged, causing Regina to squirm and breathe raggedly. She let the nipple go with a twist and a wet pop before moving over and giving the other one the same treatment. Regina pulled on her head insistently to bring her face up. They locked eyes for a moment, meeting each other's lust filled gazed before Regina kissed her passionately. Emma happily kissed back, pulling and guiding Regina's ass as she worked her hips in fine circles finding much needed friction.

Moving to the side, Regina wedged her knee between Emma's legs. She continued to rub against her right thigh, as she slid her hand between her legs to play with her and coax matching sounds of pleasure from her lips.

"Oh, Regina…that's so good," Emma broke their kiss and her head rolled back, as she bit her lips and practically whined as she felt expert fingers rubbing rhythmically around her clit. She scooted her hips forward and Regina happily took the access by sliding two fingers inside and twisting them over and over so she'd really feel it.

Bracing one hand around Regina, Emma held her tightly as her pace quickened, with the added sensation of her fingers wiggling erotically inside of the blonde she was so close to reaching her peak. They moaned together, their bodies stirring the water fervently and splashing excess all over the floor around the Jacuzzi. Regina gave a final set of thrusts as she went slack against Emma, resting their foreheads together and breathing the same air as she sped up her ministrations between Emma's legs.

"Come on, yes, let me feel you cum for me," Regina panted, placing kisses all over her face, and went she felt Emma's inner muscle clench around her fingers, her body tensing as she started to orgasm, it set Regina over the edge. She held her breath for a moment and then let it out in a loud exhale coupled with a satisfied growl of 'yes.' Regina slinked against her like a satisfied cat, complete with satisfied murmurs that sounded like purring. Emma's eyes were tightly closed; as she felt her heart pound and her body recover from the intense orgasm. Regina's fingers were still inside her, and she sighed wearily as Regina slowly removed them.

"This was the best work out I've ever had," Emma joked, smiling and leaning in to kiss Regina's forehead and then her lips in sweet soft kiss.

"I told you it's very important to exercise daily. Perhaps, you'll come back for a longer work out tomorrow?" Regina asked suggestively.

"I think I'm becoming a Zumba addict," Emma replied wiggling her hips underwater, causing Regina to bounce lightly.

She laughed and whispered into her ear, "I will most definitely need another back massage tomorrow to prevent muscle soreness of course."

"We can't have your muscles getting sore, anything I can do to help. You said you have a sauna too?"

"It gets extremely hot in the sauna. Perhaps you'd like to try it out now?"

"Lead the way."

…

After just a few weeks of vigorous work outs, and super hot post workout sex sessions, Emma had her six pack abs back, and her skinny jeans fit like a silk glove once more. Working out really did pay off.


End file.
